Enforcing Disclosure Compliance in Mergers and Acquisitions: Evidence from China

Abstract

This study examines how enforcement of acquisition disclosure regulation affects investors’ assessment of the transactions’ quality at merger and acquisition (M&A) announcements. Using a novel sample of comment letters on acquisition filings by public companies in China, we document that regulatory requests for disclosure enhancement and clarifications are more common on lower quality transactions obfuscated by weaker disclosure as evidenced by (i) a lower likelihood of the deal closing, and if the deal does close, lower post-deal firm profitability; and, (ii) a greater likelihood of subsequent goodwill impairment. Using entropy balancing matching, we document that transactions that receive comment letters associate with significant negative bidder announcement returns suggesting that regulatory actions reveal new information that aids investors to identify lower quality deals. The negative price effect is greater when comment letters have more acquisition-specific comments, compared to letters with more comments on general accounting and governance issues. Our results showcase that enforcing disclosure compliance in M&A filings aids investors in assessing the quality of M&A transactions at the time when the filings are made public.

Keywords: enforcement; comment letters; mergers and acquisitions; disclosure; regulation; transparency; political economy

JEL Classification: D78; D82; G14; G34; G38; K22; K42; M41; M48